January 19, 2015
Company Name:

GMO Internet, Inc.
(TSE First Section, Code: 9449)

Address:

26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN

Representative:

Masatoshi Kumagai, CEO and Representative Director

Contact:

Masashi Yasuda, Managing Director

Telephone:+81 3 5456 2555

URL:

http://www.gmo.jp/en

Notification of Business Acquisition in Absorption-type Split(Simple Absorption-type Split)
A GMO Internet, Inc. Board of Directors meeting convened today, resolved to acquire the Internet provider
service Route J Mobile to be split off from JCB Service Co. Ltd. Following the decision, an absorption-type
split agreement was executed between the two companies.
Note that some items have been omitted from this disclosure statement. This is because the deal is expected
to represent less than 10% fluctuation in total assets in GMO Internet from the last day of the most recent
fiscal year and less than 3% movement in Net Sales from the most recent fiscal year.

1. Objective of the acquisition
GMO Internet operates a consumer Internet service provider business within its Internet Infrastructure
segment. With the acquisition of JCB Service’s consumer Internet provider, Route J Mobile, the company
aims to increase efficiency and improve competitiveness, while boosting customer base in its Internet
provider sub-segment.

2. Schedule and overview(1) Schedule
Board of Directors resolution

January 19, 2015

Execution of Agreement

January 19, 2015

Effective date

April 1, 2015 (tentative)*The absorption-type corporate split requires approval of JCB Service and GMO Internet
stockholders’ meetings under the Japanese Companies Act, Articles 784.3 and Article 796.3
respectively.

1(2) Method of absorption-type split
Absorption-type split in which GMO Internet is the successor company and JCB Service is the companyconducting the split.

(3) Allocation in the absorption-type split
The rights and obligations of the JCB Service business, Route J Mobile will be succeeded to GMO Internet andcash in the amount of 1 yen will be issued to JCB Service. No shares will be issued as a result of theabsorption-type split.

(4) Handling of equity warrants and bonds with equity warrants
Not applicable(5) Increase/decrease in capital as a result of the absorption-type split
None(6) Rights and obligations to be transferred to the Successor Company
The assets, liabilities, contracts and corresponding rights and obligations associated with the business to besplit-off from JCB Service will be succeeded to GMO Internet.

(7) Assumption of debt obligations
There are no concerns in regard to debt obligations payable after the effective date of the acquisition, andGMO Internet holds assets sufficient to secure debt.

3. Calculation of allocation in absorption-type split
The amount to be paid for the acquisition of the business is based on the current value of assets and liabilities
in the business, corporate value as assessed in relation to business performance trends, and discussions withJCB Service.

4. Overview of the two companies
Successor Company

Split Company(1)CompanyName

GMO Internet, Inc.

JCB Service Co. Ltd.

(2)

Address

26-1 Sakuragaokacho, Shibuya, Tokyo

5-1-20 Aoyama, Minato, Tokyo

2Masatoshi Kumagai, Group CEO and(3)Keiji Onishi, CEOCEOFounder

Digital Communication
Internet Infrastructure
Insurance Agency(4)

Online Advertising and MediaBusiness
Description

TicketingInternet Securities
ResearchMobile Entertainment
Related Contracting Arrangements(5)

Capital(6)

Date
Established
No. ofOutstandingShares

(7)

(8)

Fiscal Year End

(9)

Major
Shareholdersand OwnershipRatio(10)JPY100 million

JPY 50 million

May 24, 1991

April 23, 197

117,806,777

10,000December

MarchKumagai Masatoshi Office, Ltd. 29.30%
JCB Co. Ltd. 100%
Masatoshi Kumagai 15.31%

Financial Condition and Operating Results in the Most Recent Fiscal Year
GMO Internet Inc. (Consolidated)

JCB Service Co. Ltd.

FYE 12/2013

FYE 3/2014

Fiscal Term
Net Assets

JPY 36,884 million－Total Assets

JPY 429,762 million－

JPY 212.12－

Net Sales

JPY 93,704 million－Operating Profit

JPY 11,000 million－Ordinary Profit

JPY 10,941 million－Net Profit

JPY 5,244 million－JPY 44.51－

Net Assets per Share

Net Profit per Share*JCB Service operating results and financial condition are not disclosed under the terms of the agreement.

5. Overview of business to be acquiredi) Business division to be split-off
Mobile Internet provider service, Route J Mobileii) Operating results in business division to be split-off (FYE3/2014)
Net Sales

JPY 29,571,000

3iii) Assets, Liabilities and Cash to be TransferredAssets
Item
Current Assets

Liabilities
Book Value
JPY 4,607,000

Fixed Assets
TotalItemJPY 4,607,000Book ValueCurrent Liabilities

JPY 2,844,000

Fixed Liabilities-TotalJPY 2,844,000(Note) Assets and liabilities calculated as of September 30, 2014. Actual assets and liabilities on theeffective date may vary.

6. Status after completion of the absorption-type split
No change in company name, address, management, business segments or capital in GMO Internet will
result from the deal.

7. Outlook
Impact on consolidated business performance is immaterial.

(Reference) Consolidated Results Forecast (published February 6, 2014)
Consolidated

Consolidated

Consolidated

Consolidated

Net Sales

Operating ProfitOrdinary Profit

Net Profit

JPY 105,000 million

JPY 12,500 million

JPY 12,500 million

JPY 5,500 million

JPY 93,704 million

JPY 11,000 million

JPY 10,941 million

JPY 5,244 million

Current Forecast(FYE12/2014)
Previous Term Results(FYE12/2013)4